Common use of Financing Support Clause in Contracts

Financing Support. (a) Each of the Buyer Parties shall use its reasonable best efforts to arrange the Financing on the terms and conditions described in the Financing Commitment as promptly as reasonably practicable, including using its reasonable best efforts to (i) maintain in effect the Financing Commitment on the terms and conditions contained therein until the transactions contemplated by this Agreement and the Brewery Transaction are consummated; (ii) satisfy on a timely basis all conditions and covenants applicable to the Buyer Parties or any of their respective Affiliates in the Financing Commitment and otherwise comply with (or obtain the waiver thereof) its obligations under the Financing Commitment; (iii) consummate the Financing at the Closing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA; (iv) enforce its rights under the Financing Commitment; and (v) cause the lenders and other Persons providing the Financing to fund at the Closing the Financing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA. Each of the Buyer Parties shall use its reasonable best efforts to maintain availability under CBI’s existing credit facilities, or to put replacement credit facilities in place, if CBI’s existing credit facilities are terminated for whatever reason. Within one Business Day of receiving the GM Transaction Closing Notice, the Buyer Parties shall deliver the certificate referred to in Section 4.01(l) of the Financing Commitment to the Administrative Agent (as defined in the Financing Commitment) and the Arrangers (as defined in the Financing Commitment) in accordance with the Financing Commitment. (b) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment, the Buyer Parties shall use their reasonable best efforts to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event on terms that are not less favorable, taken as a whole, to the Buyer Parties. Notwithstanding the foregoing, nothing in this Section 9.7 shall require that CBI or any of its Subsidiaries sell any stock or assets, other than any sale of the CBI Interest in connection with Seller Parties’ Drag-Along Right under Section 12.5. (c) Buyer Parties shall not permit any amendment or modification to be made to the Financing Commitment or waive any term thereof without obtaining ABI’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed unless ABI has determined such amendment or modification is, or is reasonably likely to, prevent, delay or impair the availability of the Financing or the consummation of the transactions contemplated by this Agreement) (provided that Buyer Parties may, without obtaining such prior written consent, replace or amend the Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Commitments as of the date of this Agreement (but not to make any other changes), so long as (i) any such additional lender is a “Qualified Replacement Lender” (as defined in the Financing Commitment), and (ii) each of JPMorgan and Bank of America continue to be committed under the Financing Commitment to fund at least twenty percent (20%) of the aggregate principal amount contemplated by the Financing Commitment. (d) Buyer Parties shall keep ABI informed on a reasonably current basis in reasonable detail of the status of the Financing. Without limiting the generality of the foregoing, Buyer Parties shall give ABI prompt notice (which shall in no event be more than two Business Days from occurrence): (i) if Buyer Parties become aware of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Financing Commitment; (ii) of the receipt by it or any notice or other written communication from any Person with respect to any (A) actual, potential or alleged breach, default, termination or repudiation by any party to the Financing Commitment or any provisions of the Financing Commitment or (B) dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing; (iii) if for any reason Buyer Parties believe in good faith that (A) there is (or there is likely to be) a dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing or (B) there is a material possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitment; and (iv) upon receiving the Financing. As soon as reasonably practicable, but in any event within two Business Days after the date ABI delivers to Buyer Parties a written request, Buyer Parties shall provide any information reasonably requested by ABI relating to any circumstance referred to in clause (i), (ii) or (iii) of the immediately preceding sentence.

Financing Support. (a) Each of the Buyer Parties The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to arrange provide, at Buyer’s sole expense, such customary cooperation as is reasonably requested in writing by Buyer in connection with the Financing on the terms arrangement and conditions described consummation of any third-party debt financing to be obtained by Buyer or its Affiliates in connection with Buyer’s investment in the Financing Commitment as promptly as reasonably practicableCompany (the “Buyer Financing”), including using its reasonable best efforts to which requested cooperation may include; (i) maintain upon reasonable notice and at reasonable times and locations, causing the appropriate members of senior management of the Company to assist in effect preparation of customary materials for and participate in a reasonable number of meetings, presentations and road shows with arrangers or agents, prospective lenders and other investors and sessions with rating agencies and accountants and due diligence sessions (in each case which may be telephonic or virtual meetings or sessions) and otherwise provide reasonable and customary cooperation with the Financing Commitment on marketing and due diligence efforts for the terms and conditions contained therein until the transactions contemplated by this Agreement and the Brewery Transaction are consummated; Buyer Financing, (ii) satisfy providing, and using commercially reasonable efforts to cause its independent accountants to cooperate with such third party financing, including by providing to Buyer, customary comfort letters, financial information relating to the business and operations of the Company and its Subsidiaries necessary for Buyer to prepare any offering memorandum, bank book, lender presentation, rating agency presentation or other marketing materials, customary consents to the inclusion of audit reports and financial information in financing materials and other supporting documents reasonably requested by Buyer, (iii) assisting Buyer in obtaining customary consents with respect to the granting of Encumbrances and the assignment of rights to its third-party financing sources or prospective third-party financing sources, which such consents, Encumbrances or assignments shall not be effective until the effectiveness of the date of funding under the Buyer Financing, (iv) taking such actions as are reasonably requested by Buyer or its third-party financing sources to facilitate the satisfaction on a timely basis all of those conditions and covenants applicable precedent to obtaining such third-party financing which are within the Company’s control, which may include the execution of customary closing certificates, (v) to the extent the Buyer Parties Financing involves an underwritten offering of debt securities, and solely to the extent requested by the underwriters in such offering, entering into to customary underwriting or purchase agreements and making customary representation and warranties with respect to the Company and the information about the Company included in any offering memorandum or other marketing materials and providing customary indemnification with respect to any material misstatements or omission with respect to such information and (vi) providing reasonable and customary assistance to Buyer in the preparation of customary rating agency presentations, lender presentations, offering memorandum, bank information memoranda or syndication memoranda, ratings agency presentations (including executing customary authorization and representation letters authorizing the distribution of information relating to the Company and its Subsidiaries to prospective lenders or investors (provided that such presentations, documents and memoranda shall (x) be provided only to those lenders or investors that affirmatively agree (which may be via customary “click-through” action) to keep such information confidential and (y) include customary language with respect to the exculpation of the Company, each of its Subsidiaries and their respective Representatives and Affiliates from all liability in connection with the unauthorized use or misuse by the recipients thereof)). For the avoidance of doubt, ▇▇▇▇▇ will lead, and is responsible for, any third-party financing to be obtained by ▇▇▇▇▇, including soliciting, selecting and engaging any third-party financing sources and in no event shall the Company or any of their respective Affiliates in its Subsidiaries be required to make any material decision or determine the Financing Commitment and otherwise comply strategy with (or obtain the waiver thereof) its obligations under the Financing Commitment; (iii) consummate the Financing at the Closing respect to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA; (iv) enforce its rights under the Financing Commitment; and (v) cause the lenders and other Persons providing the Financing to fund at the Closing the Financing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA. Each of the Buyer Parties shall use its reasonable best efforts to maintain availability under CBI’s existing credit facilities, or to put replacement credit facilities in place, if CBI’s existing credit facilities are terminated for whatever reason. Within one Business Day of receiving the GM Transaction Closing Notice, the Buyer Parties shall deliver the certificate referred to in Section 4.01(l) of the Financing Commitment to the Administrative Agent (as defined in the Financing Commitment) and the Arrangers (as defined in the Financing Commitment) in accordance with the Financing Commitmentsuch third-party financing. (b) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment, the Buyer Parties shall use their reasonable best efforts to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event on terms that are not less favorable, taken as a whole, to the Buyer Parties. Notwithstanding the foregoing, (i) any requested cooperation pursuant to Section 9.2(a) shall not unreasonably interfere with the business or the operations of the Company or its Subsidiaries, (ii) nothing in this Section 9.7 9.2 shall require cooperation to the extent that CBI it would (A) subject any of the Company’s or its Subsidiaries’ respective directors, managers, officers or employees to any actual or potential personal liability with respect to matters related to the Buyer Financing, except in the case of fraud or (B) (x) conflict with or violate the Company’s or any of its Subsidiaries’ organizational documents or any applicable law or (y) result or reasonably be expected to result in a violation or breach of, or a default under, any contractual obligation to which the Company or any of its Subsidiaries sell is a party, (iii) neither the Company nor any stock of its Subsidiaries shall be required to pay any commitment fee, underwriting fee, placement agent fee or assetsother similar fee or incur or assume any actual out of pocket cost or expense, (iv) none of the Company, its Subsidiaries, or their respective Representatives shall be required to execute, deliver, or enter into, or perform any agreement, certificate (including any solvency certificate), document, or instrument with respect to the Buyer Financing or deliver any legal opinion (other than any sale agreement contemplated by Section 9.2(a)(v) or the execution and delivery of any customary authorization letters and representation letters to the CBI Interest in connection with Seller Parties’ Drag-Along Right extent required under Section 12.59.2(a)), (v) neither the Company nor any of its Subsidiaries shall be required to take any action or disclose any information that would jeopardize any attorney-client, attorney work product, or other legal privilege or violate any confidentiality obligation and (vi) nothing in this Section 9.2 shall require cooperation to the extent that such action would waive or amend any terms of this Agreement, and (vii) nothing in this Section 9.2 shall require the Company or its Subsidiaries to prepare any financial statements (other than as currently prepared in the ordinary course of business or pro forma financial statements which may be necessary as a result of any material acquisition or disposition). (c) ▇▇▇▇▇ agrees to indemnify and hold harmless the Company, its Subsidiaries, and their respective Representatives promptly upon delivery of a reasonably detailed invoice from losses, damages, claims, judgments, fines, penalties, interest, and awards such Persons may incur in connection with the Buyer Parties shall not permit Financing (including the arrangement or obtaining thereof) or the performance of their respective obligations under this Section 9.2 and the provision of any amendment or modification to be made information utilized in connection with the Buyer Financing (including the reasonable and documented out-of-pocket costs and expenses of counsel), except to the Financing Commitment extent arising from the bad faith, intentional misconduct, intentional or waive any term thereof without obtaining ABI’s prior written consent (such consent not to be unreasonably withheld, conditioned willful misrepresentation or delayed unless ABI has determined such amendment or modification is, or is reasonably likely to, prevent, delay or impair the availability fraud of the Financing Company, its Subsidiaries and their respective Representatives, as determined in a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that such Subsidiaries and Representatives shall be express third-party beneficiaries of this sentence), and Buyer’s obligations in this Section 9.2(c) shall survive any termination or expiration of this Agreement. Buyer agrees to promptly following delivery of documentation evidencing such cost and expenses from the consummation of Company, reimburse the transactions Company, its Subsidiaries and their respective Representatives for all reasonable and documented out-of-pocket costs incurred by them in connection with the cooperation contemplated by this Agreement) (provided that Buyer Parties may, without obtaining such prior written consent, replace or amend the Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Commitments as of the date of this Agreement (but not to make any other changes), so long as (i) any such additional lender is a “Qualified Replacement Lender” (as defined in the Financing Commitment), and (ii) each of JPMorgan and Bank of America continue to be committed under the Financing Commitment to fund at least twenty percent (20%) of the aggregate principal amount contemplated by the Financing CommitmentSection 9.2. (d) Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the Company’s breach of any of the covenants required to be performed by it under this Section 9.2 shall not be considered a basis for the termination of this Agreement by ▇▇▇▇▇. (e) All Confidential Information obtained by Buyer Parties pursuant to this Section 9.2 or otherwise in connection with the Buyer Financing shall be kept confidential in accordance with the terms of this Agreement; provided, that Buyer may contact prospective third party financing sources in connection with the Buyer Financing and provide such non-public, confidential information to potential third party financing sources that agree to use and preserve the confidentiality of such information in a manner substantially consistent with the terms of this Agreement and for which the Company is an express third-party beneficiary. (f) Each of Buyer and DPL shall keep ABI informed on a the Company and DPL or Buyer, as applicable, reasonably current basis apprised in reasonable detail of the status of the Financing. Without limiting the generality of the foregoingwriting, Buyer Parties shall give ABI prompt notice (which shall in no event be more than two Business Days from occurrence): (i) if Buyer Parties become aware of any breach current or default (contemplated financing efforts sought or any event contemplated by Buyer or circumstance thatDPL, with or without noticeas applicable, lapse of time or both, would reasonably be expected and to give rise to any breach or default) by any party to any Financing Commitment; (ii) of the receipt by it or any notice or other written communication from any Person with respect to any (A) actual, potential or alleged breach, default, termination or repudiation by any party to the Financing Commitment or any provisions of the Financing Commitment or (B) dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing; (iii) if for any reason Buyer Parties believe in good faith that (A) there is (or there is likely to be) a dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing or (B) there is a material possibility that it will not be able to obtain all or any portion of the Financing coordinate on the termstiming, in the manner or from the sources contemplated by the Financing Commitment; amount and (iv) upon receiving the Financing. As soon as reasonably practicable, but in any event within two Business Days after the date ABI delivers to Buyer Parties a written request, Buyer Parties shall provide any information reasonably requested by ABI relating to any circumstance referred to in clause (i), (ii) or (iii) terms of the immediately preceding sentencesuch financings.

Financing Support. (a) Each of Seller shall cause the Buyer Parties Companies, and shall use its reasonable best efforts to arrange cause their respective Representatives, including auditors, to provide all cooperation reasonably requested by Buyer for Buyer to secure financing for the Purchase Price and all other amounts payable by Buyer in connection with the acquisition of the Shares and consummation of the Transaction Documents, including (i) providing three years of audited financial information of the Companies and, if the Closing has not occurred by May 15, 2014, the unaudited consolidated balance sheet of Seller and the Companies as of March 31, 2014 and statement of income, changes in stockholders’ equity, and cash flow for the fiscal quarter then ended (the “March Quarterly Financial Statements”), and other business and financial information customarily included in confidential information memorandums or offering statements in financings similar to the Financing, (ii) permitting site visits upon reasonable request and reasonable notice, (iii) making officers of the Companies available by telephone or video conference to the potential financing sources to discuss the business and financial information, (iv) assisting in the preparation of pro forma financial statements by Buyer, (v) assisting in providing the collateral to be pledged by Buyer substantially concurrently with the Closing or as soon as practicable thereafter (including delivery of stock certificates, and (vi) at least five (5) Business Days prior to the Closing Date, providing all documentation and other information about the Business as is requested in writing by Buyer at least ten (10) Business Days prior to the Closing Date which the Lenders reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. In no event shall Seller or any of the Companies be required to (A) bear any cost or expense, pay any fee, or incur any other actual or potential liability or obligation in connection with the Financing prior to the Closing, (B) take any actions to the extent such actions would unreasonably interfere with the ongoing business or operations of the Companies, (C) take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under any applicable Laws or Contract to which any Company is a party or (D) take any corporate or other action to adopt or approve, any document or agreement with respect to the Financing, including any pledge or security documents which shall be effective prior to the Closing. Buyer shall promptly, upon request by Seller, reimburse Seller or the Companies, as applicable, for all expenses incurred, at Buyer’s request, by Seller or the Companies with respect to the Financing, and shall indemnify and hold harmless Seller and each Company and their respective Representatives from and against any and all Losses, claims, costs and expenses suffered or incurred by any of them in connection with the Financing or any information used in connection therewith, except with respect to any material misstatement or omission in any information provided in writing by Seller or any of the Companies for use in connection therewith. (b) Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing as promptly as practicable (taking into account the timing of the Closing described in the provisos to Section 2.1(b)) on the terms and conditions described in the Financing Commitment as promptly as reasonably practicable, (including using its reasonable best efforts to (i) maintain in effect the Financing Commitment on the terms and conditions contained therein until the transactions contemplated by this Agreement and the Brewery Transaction are consummated; (ii) satisfy on a timely basis “flex” provisions applicable thereto). If all conditions and covenants applicable to the Buyer Parties or any of their respective Affiliates in the Financing Commitment and otherwise comply with (or obtain the waiver thereof) its obligations under the Financing Commitment; (iii) consummate the Financing at the Closing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA; (iv) enforce its rights under the Financing Commitment; and (v) cause the lenders and other Persons providing the Financing to fund at the Closing the Financing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA. Each of the Buyer Parties shall use its reasonable best efforts to maintain availability under CBI’s existing credit facilities, or to put replacement credit facilities in place, if CBI’s existing credit facilities are terminated for whatever reason. Within one Business Day of receiving the GM Transaction Closing Notice, the Buyer Parties shall deliver the certificate referred to in Section 4.01(l) of the Financing Commitment to the Administrative Agent (as defined in the Financing Commitment) and the Arrangers (as defined in the Financing Commitment) in accordance with the Financing Commitment. (b) If any portion of the Financing becomes unavailable on unavailable, Buyer shall obtain alternative financing, which financing shall be in an amount sufficient to consummate the terms and conditions contemplated in the Financing Commitment, the Transactions. Buyer Parties shall use their reasonable best efforts to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event on terms that are not less favorable, taken as a whole, to the Buyer Parties. Notwithstanding the foregoing, nothing in this Section 9.7 shall require that CBI or any of its Subsidiaries sell any stock or assets, other than any sale of the CBI Interest in connection with Seller Parties’ Drag-Along Right under Section 12.5. (c) Buyer Parties shall not permit any amendment or modification to be made to the Financing Commitment or waive any term thereof without obtaining ABI’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed unless ABI has determined such amendment or modification is, or is reasonably likely to, prevent, delay or impair the availability of the Financing or the consummation of the transactions contemplated by this Agreement) (provided that Buyer Parties may, without obtaining such prior written consent, replace or amend the Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Commitments as of the date of this Agreement (but not to make any other changes), so long as (i) any such additional lender is a “Qualified Replacement Lender” (as defined in the Financing Commitment), and (ii) each of JPMorgan and Bank of America continue to be committed under the Financing Commitment to fund at least twenty percent (20%) of the aggregate principal amount contemplated by the Financing Commitment. (d) Buyer Parties shall keep ABI Seller informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing. Without limiting the generality Buyer shall give Seller prompt notice of the foregoing, Buyer Parties shall give ABI prompt notice (which shall in no event be more than two Business Days from occurrence): (i) if Buyer Parties become aware occurrence of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any threatened breach or default) by any party to any Financing Commitment; (ii) of the receipt by it or any notice or other written communication from any Person with respect to any (A) actual, potential or alleged breach, default, termination or repudiation by any party to the Financing Commitment or any provisions of which Buyer becomes aware and that would reasonably be expected to adversely impact the Financing Commitment or (B) dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing; (iii) if for any reason ability of Buyer Parties believe in good faith that (A) there is (or there is likely to be) a dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing or (B) there is a material possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitment; and (iv) upon receiving the Financing. As soon as reasonably practicable, but in any event within two Business Days after the date ABI delivers to Buyer Parties a written request, Buyer Parties shall provide any information reasonably requested by ABI relating to any circumstance referred to in clause (i), (ii) or (iii) of the immediately preceding sentence.

Financing Support. (a) Each The Company will, and will cause its Subsidiaries to, and will use its commercially reasonable efforts to cause the Representatives of the Buyer Parties shall Company and its Subsidiaries (solely to the extent such Representatives have significant, direct involvement in the operation of the Company and its Subsidiaries) to, use its commercially reasonable best efforts to arrange provide customary support reasonably requested by any Member, at such Member’s sole expense, in connection with the Financing on arrangement, syndication, marketing and consummation of any debt financing (and any refinancing thereof) incurred by such Member or a proposed Transferee (eligible for such Transfer under the terms hereof) of any Transferring Member in connection with its investment into the Company, including to (x) provide customary information about the Company and conditions described its Subsidiaries reasonably required to be included in customary materials for rating agency presentations, bank information memoranda, private placement memoranda, offering memoranda and similar customary marketing documents reasonably required in connection with such debt financing or refinancing (it being understood that such Member or proposed Transferee shall, no later than two (2) Business Days prior to such materials being shared with any external parties, provide the foregoing marketing documents to the Intel Member and the Company for their information only (and not approval) to the extent they contain material changes from such materials previously delivered, which marketing documents shall provide that any such debt financing or refinancing is non-recourse to the Company, Intel and Intel’s Affiliates; provided, that Brookfield may describe the terms of the Main Project Agreements (but shall not provide a copy of any such Main Project Agreements to any Person unless subject to confidentiality undertakings) in such marketing documents); and (y) cooperate reasonably with the due diligence requirements of the lenders or purchasers of such debt financing or refinancing, to the extent customary and reasonable, it being understood that the financing support and cooperation under this Section 8.7(a) shall include providing information and financial data of the Company and its Subsidiaries (I) that is customarily included in a bank information memorandum or (II) in the Financing Commitment case of an offering memorandum with respect to a Rule 144A/Regulation S marketed private placement of debt securities through one or more investment banks acting as promptly as reasonably practicable“initial purchasers,” that would be necessary for the Company’s independent accountants to provide to such initial purchasers customary “comfort” letters (including customary “negative assurance” comfort and, including using if available, change period comfort) for such a private placement with respect to the financial information of the Company and its reasonable best efforts Subsidiaries included in such offering memorandum, and, if requested, “management discussion and analysis” for the most recently completed Fiscal Year and year-to-date through the end of the most recently completed Fiscal Quarter, in each case for which financial statements have been delivered pursuant to Section 8.6, or information of the type required for the preparation of such “management discussion and analysis,” in each case subject to exceptions customary for such financings; provided that (i) maintain in effect the Financing Commitment on Company and its Subsidiaries and their respective Representatives will not be obligated to provide information reasonably determined by the terms and conditions contained therein until Intel Member to be sensitive to Intel or to the transactions contemplated by this Agreement and the Brewery Transaction are consummated; Company, (ii) satisfy any information provided shall be subject to agreed confidentiality undertakings by the recipients thereof, (iii) the Company and its Subsidiaries and their respective Representatives will not be required to participate in any meeting, presentation, road show, due diligence session or session with any rating agency in connection with any such debt financing (or refinancing), (iv) the Company and its Subsidiaries and their respective Representatives will not be required to prepare or provide any financial statements beyond what is required pursuant to Section 8.6(a) and Section 8.6(b), (v) the Company and its Subsidiaries and their respective Representatives will not be required to prepare or provide any information not readily available or accessible to the Company or that cannot reasonably be prepared by the Company without undue effort or expense, (vi) the Company and its Subsidiaries and their respective Representatives will not be obligated to provide any such cooperation to the extent such cooperation would cause the breach of any contract to which the Company or Intel or any of their respective Subsidiaries or other Affiliates is a party or any violation of applicable Law or that would unreasonably interfere with the ongoing operations of the Company or Intel or any of their respective Subsidiaries or other Affiliates, and (vii) in respect of financing support under this Section 8.7 for the Brookfield Member or proposed Transferee of the Brookfield Member for a private placement of debt securities pursuant to Rule 144A or Regulation S of the Securities Act, as applicable, the Brookfield Member or proposed Transferee of the Brookfield Member shall provide prior notice to the Company and its Subsidiaries of such intended private placement: not less than 75 days prior to the launch of the first such private placement by either the Brookfield Member or a proposed Transferee of the Brookfield Member, and thereafter (A) not less than 45 days prior to the launch of such private placement where the most recent financial statements of the Company and its Subsidiaries included in such preliminary offering materials are audited financial statements, and (B) not less than 60 days prior to the launch of such private placement where the most recent financial statements of the Company and its Subsidiaries included in such preliminary offering materials are unaudited or interim financial statements; provided, that in the event the Brookfield Member wishes to launch an add-on or supplemental offering of debt securities within 30 days or within 60 days after the most recent private placement of debt securities, and such add-on or supplemental offering requires the Company and its Subsidiaries to provide monthly interim financial information (but not updated quarterly or annual financial statements) and the review thereof need only be on a timely ‘bringdown’ basis all conditions for the purposes of such add-on or supplemental offering, then such required prior notice period may be shortened to 15 days and covenants applicable 30 days, respectively, prior to the Buyer Parties launch of such add-on or supplemental offering. The Company and its Subsidiaries and their respective Representatives shall not be required to execute any consent, resolution or document relating to any debt financing (or any refinancing thereof) incurred by a Member or a proposed Transferee (eligible for such Transfer under the terms hereof) of any Transferring Member in connection with its investment into the Company, including, without limitation, any indenture, credit agreement or other agreement, pledge or security document, or other certificates, legal opinions or documents in connection with such debt financing or refinancing, and the definitive documentation relating to any such debt financing (or refinancing) and any marketing materials relating to such debt financing (or refinancing), including, without limitation any rating agency presentations, bank information memoranda, offering memoranda, lender presentation, road show materials or any other marketing materials, shall provide that the financing is non-recourse to Intel and its Affiliates and the Company; provided, that Brookfield may describe the terms of the Main Project Agreements (but shall not provide a copy of any such Main Project Agreements to any Person unless subject to confidentiality undertakings) in such marketing materials. In no event shall the Company be required to: (x) pay any commitment or other fee in connection with any debt financing (or any refinancing thereof) incurred by a Member or a proposed Transferee (eligible for such Transfer under the terms hereof) of any Transferring Member in connection with its investment into the Company or (y) incur any liability (including due to any act or omission by Intel or the Company or any of their respective Affiliates or Representatives) or expense in connection with providing any such financing cooperation or as a result of any information provided by Intel, the Financing Commitment Company or any of their respective Affiliates or their respective Representatives in connection therewith, which, in each case described in this subclause (y), is not reimbursed or indemnified by the applicable Member pursuant to this Section 8.7. The applicable Member requesting financing cooperation pursuant to this Section 8.7 shall (A) promptly upon request by the Company reimburse the Company for all reasonable and otherwise comply documented costs and expenses (including documented costs and expenses for compensation of applicable employees and agents and related administration) incurred by the Company or its Representatives in connection with (or obtain the waiver thereof) its obligations under the Financing Commitment; (iii) consummate the Financing at the Closing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA; (iv) enforce its rights under the Financing Commitmentcooperation contemplated by this Section 8.7; and (vB) cause indemnify and hold harmless the lenders Company and other Persons providing the Financing to fund at the Closing the Financing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder its Representatives from and against any and all amounts due under claims, liabilities, taxes, damages, losses, costs and expenses suffered or incurred by them in connection with the Brewery SPA. Each arrangement of the Buyer Parties shall use its reasonable best efforts to maintain availability under CBI’s existing credit facilities, any such debt financing (or to put replacement credit facilities in place, if CBI’s existing credit facilities are terminated for whatever reason. Within one Business Day of receiving the GM Transaction Closing Notice, the Buyer Parties shall deliver the certificate referred to in Section 4.01(l) of the Financing Commitment to the Administrative Agent (as defined in the Financing Commitmentrefinancing) and the Arrangers (provision of any information utilized in connection therewith and any financing cooperation provided pursuant to this Section 8.7, except, in each case, insofar as defined in such claims, liabilities, taxes, damages, losses, costs and expenses arose out of or resulted from the Financing Commitment) in accordance with willful misconduct or gross negligence of the Financing CommitmentCompany of its Representatives. (b) If The Brookfield Member shall not, and shall cause its Affiliates not to, execute any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment, the Buyer Parties shall use their reasonable best efforts to obtain agreement with any such portion from alternative sources as promptly as practicable following the occurrence of such event on terms lender that are not less favorable, taken as a whole, lends to the Buyer Parties. Notwithstanding Brookfield Member in connection with the foregoingTransaction Documents or the transactions contemplated thereby, nothing in this Section 9.7 shall require that CBI which agreement prohibits such lender from lending to parties other than the Brookfield Member or any of its Subsidiaries sell any stock or assets, other than any sale of the CBI Interest Affiliates in connection with Seller Parties’ Drag-Along Right under Section 12.5any semiconductor fab developed by Intel or any of its Affiliates in Ohio in which the Brookfield Member or any of its Affiliates invests. (c) Buyer Parties shall not permit The Intel Member may reasonably request from the Brookfield Member from time to time, but in no event more than three (3) times in any amendment or modification to be made to calendar year, information on the Financing Commitment or waive any term thereof without obtaining ABI’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed unless ABI has determined such amendment or modification is, or is reasonably likely to, prevent, delay or impair the availability identity of the Financing or the consummation debt financing sources for any existing debt financing of the transactions contemplated by this AgreementBrookfield Member at such time (“Existing Debt Facilities”) (provided that Buyer Parties mayand, without obtaining such prior written consent, replace or amend the Financing Commitment subject to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Commitments as any confidentiality obligations of the date Brookfield Member contained in or relating to such Existing Debt Facilities, the Brookfield Member shall use commercially reasonable efforts to provide reasonably promptly the identity of this Agreement (but not to make the initial purchasers or initial lenders under such Existing Debt Facilities and any other changes)Persons that accessed Confidential Information in connection with the process related thereto, so long as in each case, unless such information has been previously provided (it being understood and agreed that (i) any the information required to be provided under this Section 8.7(c) shall be limited to that readily available and known to the Brookfield Member (which information, for the avoidance of doubt, shall exclude information that is not accessible or customarily provided to the Brookfield Member regarding Persons that have accessed Confidential Information through electronic platforms, arrangers, underwriters or Persons with similar roles in connection with such additional lender is a “Qualified Replacement Lender” (as defined in Existing Debt Facilities, whether owing to standard bank or syndication practices or procedures, or the Financing Commitment)discretion of such arrangers, underwriters or Persons with similar roles, or otherwise) and (ii) each of JPMorgan and Bank of America continue the Brookfield Member shall not be required to be committed under the Financing Commitment to fund at least twenty percent (20%) of the aggregate principal amount contemplated provide information regarding any transfers or assignments by the Financing Commitmentinitial purchasers and initial lenders under such Existing Debt Facilities). (d) Buyer Parties shall keep ABI informed on a reasonably current basis in reasonable detail of the status of the Financing. Without limiting the generality of the foregoing, Buyer Parties shall give ABI prompt notice (which shall in no event be more than two Business Days from occurrence): (i) if Buyer Parties become aware of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Financing Commitment; (ii) of the receipt by it or any notice or other written communication from any Person with respect to any (A) actual, potential or alleged breach, default, termination or repudiation by any party to the Financing Commitment or any provisions of the Financing Commitment or (B) dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing; (iii) if for any reason Buyer Parties believe in good faith that (A) there is (or there is likely to be) a dispute or disagreement between or among any parties to any Financing Commitment relating to the Financing or (B) there is a material possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitment; and (iv) upon receiving the Financing. As soon as reasonably practicable, but in any event within two Business Days after the date ABI delivers to Buyer Parties a written request, Buyer Parties shall provide any information reasonably requested by ABI relating to any circumstance referred to in clause (i), (ii) or (iii) of the immediately preceding sentence.